AURORA LABS LIMITED — Governance Information 2016

Nov 15, 2016

Rules 4.7.3 and 4.10.3[1]

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity:

Aurora Labs Limited

ABN / ARBN: 44 601 164 505 30 June 2016

Financial year ended:

Our corporate governance statement[2] for the above period above can be found at:[3]

☒ These pages of our annual report: Pages 21 to 31 - http://auroralabs3d.com/corporate compliance/ ☒ This URL on our website: The Corporate Governance Statement is accurate and up to date as at 30 June 2016 and has been approved by the Board.

The annexure includes a key to where our corporate governance disclosures can be located.

Date: 16 November 2016

Name of ~~Director or~~ Secretary authorising Mathew Whyte – Company Secretary lodgement:

1 Under Listing Rule 4.7.3, an entity must lodge with ASX a completed Appendix 4G at the same time as it lodges its annual report with ASX. Listing Rule 4.10.3 requires an entity that is included in the official list as an ASX Listing to include in its annual report either a corporate governance statement that meets the requirements of that rule or the URL of the page on its website where such a statement is located. The corporate governance statement must disclose the extent to which the entity has followed the recommendations set by the ASX Corporate Governance Council during the reporting period. If the entity has not followed a recommendation for any part of the reporting period, its corporate governance statement must separately identify that recommendation and the period during which it was not followed and state its reasons for not following the recommendation and what (if any) alternative governance practices it adopted in lieu of the recommendation during that period.

Under Listing Rule 4.7.4, if an entity chooses to include its corporate governance statement on its website rather than in its annual report, it must lodge a copy of the corporate governance statement with ASX at the same time as it lodges its annual report with ASX. The corporate governance statement must be current as at the effective date specified in that statement for the purposes of rule 4.10.3.

2 “Corporate governance statement” is defined in Listing Rule 19.12 to mean the statement referred to in Listing Rule 4.10.3 which discloses the extent to which an entity has followed the recommendations set by the ASX Corporate Governance Council during a particular reporting period.

• 3 Mark whichever option is correct and then complete the page number(s) of the annual report, or the URL of the web page, where the entity’s corporate governance statement can be found. You can, if you wish, delete the option which is not applicable.

Throughout this form, where you are given two or more options to select, you can, if you wish, delete any option which is not applicable and just retain the option that is applicable. If you select an option that includes “OR” at the end of the selection and you delete the other options, you can also, if you wish, delete the “OR” at the end of the selection.

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ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
1.1	A listed entity should disclose: (a) the respective roles and responsibilities of its board and management; and (b) those matters expressly reserved to the board and those delegated to management.	… the fact that we follow this recommendation: ☒in our Corporate Governance Statement OR ☐at [insert location] … and information about the respective roles and responsibilities of our board and management (including those matters expressly reserved to the board and those delegated to management): ☐ at http://auroralabs3d.com/corporate-compliance/	☐ an explanation why that is so in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
1.2	A listed entity should: (a) undertake appropriate checks before appointing a person, or putting forward to security holders a candidate for election, as a director; and (b) provide security holders with all material information in its possession relevant to a decision on whether or not to elect or re-elect a director.	… the fact that we follow this recommendation: ☒in our Corporate Governance Statement OR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
1.3	A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment.	… the fact that we follow this recommendation: ☒in our Corporate Governance Statement OR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
1.4	The company secretary of a listed entity should be accountable directly to the board, through the chair, on all matters to do with the proper functioning of the board.	… the fact that we follow this recommendation: ☒in our Corporate Governance Statement OR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable

4 If you have followed all of the Council’s recommendations in full for the whole of the period above, you can, if you wish, delete this column from the form and re-format it.

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Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
1.5	A listed entity should: (a) have a diversity policy which includes requirements for the board or a relevant committee of the board to set measurable objectives for achieving gender diversity and to assess annually both the objectives and the entity’s progress in achieving them; (b) disclose that policy or a summary of it; and (c) disclose as at the end of each reporting period the measurable objectives for achieving gender diversity set by the board or a relevant committee of the board in accordance with the entity’s diversity policy and its progress towards achieving them and either: (1) the respective proportions of men and women on the board, in senior executive positions and across the whole organisation (including how the entity has defined “senior executive” for these purposes); or (2) if the entity is a “relevant employer” under the Workplace Gender Equality Act, the entity’s most recent “Gender Equality Indicators”, as defined in and published under that Act.	… the fact that we have a diversity policy that complies with paragraph (a): ☐in our Corporate Governance Statement OR ☐at [insert location] … and a copy of our diversity policy or a summary of it: ☐at [insert location] … and the measurable objectives for achieving gender diversity set by the board or a relevant committee of the board in accordance with our diversity policy and our progress towards achieving them: ☐in our Corporate Governance StatementOR ☐at [insert location] … and the information referred to in paragraphs (c)(1) or (2): ☐in our Corporate Governance Statement OR ☐at [insert location]	☒ an explanation why that is so in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
1.6	A listed entity should: (a) have and disclose a process for periodically evaluating the performance of the board, its committees and individual directors; and (b) disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process.	… the evaluation process referred to in paragraph (a): ☒in our Corporate Governance Statement OR ☐at [insert location] … and the information referred to in paragraph (b): ☒in our Corporate Governance Statement OR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
1.7	A listed entity should: (a) have and disclose a process for periodically evaluating the performance of its senior executives; and (b) disclose, in relation to each reporting period, whether a performance evaluation was undertaken in the reporting period in accordance with that process.	… the evaluation process referred to in paragraph (a): ☒in our Corporate Governance Statement OR ☐at [insert location] … and the information referred to in paragraph (b): ☒in our Corporate Governance Statement OR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable

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Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
PRINCIPLE 2 - STRUCTURE THE BOARD TO ADD VALUE
2.1	The board of a listed entity should: (a) have a nomination committee which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a nomination committee, disclose that fact and the processes it employs to address board succession issues and to ensure that the board has the appropriate balance of skills, knowledge, experience, independence and diversity to enable it to discharge its duties and responsibilities effectively.	[If the entity complies with paragraph (a):] … the fact that we have a nomination committee that complies with paragraphs (1) and (2): ☐in our Corporate Governance StatementOR ☐at [insert location] … and a copy of the charter of the committee: ☐at [insert location] … and the information referred to in paragraphs (4) and (5): ☐in our Corporate Governance StatementOR ☐at [insert location] [If the entity complies with paragraph (b):] … the fact that we do not have a nomination committee and the processes we employ to address board succession issues and to ensure that the board has the appropriate balance of skills, knowledge, experience, independence and diversity to enable it to discharge its duties and responsibilities effectively: ☐in our Corporate Governance StatementOR ☐at [insert location]	☒ an explanation why that is so in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
2.2	A listed entity should have and disclose a board skills matrix setting out the mix of skills and diversity that the board currently has or is looking to achieve in its membership.	… our board skills matrix: ☐in our Corporate Governance StatementOR ☐at [insert location]	☒ an explanation why that is so in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable

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Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
2.3	A listed entity should disclose: (a) the names of the directors considered by the board to be independent directors; (b) if a director has an interest, position, association or relationship of the type described in Box 2.3 but the board is of the opinion that it does not compromise the independence of the director, the nature of the interest, position, association or relationship in question and an explanation of why the board is of that opinion; and (c) the length of service of each director.	… the names of the directors considered by the board to be independent directors: ☒in our Corporate Governance Statement OR ☐at [insert location] … and, where applicable, the information referred to in paragraph (b): ☒in our Corporate Governance Statement OR ☐at [insert location] … and the length of service of each director: ☒in our Corporate Governance StatementOR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance Statement
2.4	A majority of the board of a listed entity should be independent directors.	… the fact that we follow this recommendation: ☐in our Corporate Governance Statement OR ☐at [insert location]	☒ an explanation why that is so in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
2.5	The chair of the board of a listed entity should be an independent director and, in particular, should not be the same person as the CEO of the entity.	… the fact that we follow this recommendation: ☒in our Corporate Governance Statement OR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
2.6	A listed entity should have a program for inducting new directors and provide appropriate professional development opportunities for directors to develop and maintain the skills and knowledge needed to perform their role as directors effectively.	… the fact that we follow this recommendation: ☐in our Corporate Governance Statement OR ☐at [insert location]	☒ an explanation why that is so in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
PRINCIPLE 3 – ACT ETHICALLY AND RESPONSIBLY
3.1	A listed entity should: (a) have a code of conduct for its directors, senior executives and employees; and (b) disclose that code or a summary of it.	… our code of conduct or a summary of it: ☒in our Corporate Governance Statement OR ☐at [insert location]	☐an explanation why that is so in our Corporate Governance Statement

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Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
PRINCIPLE 4 – SAFEGUARD INTEGRITY IN CORPORATE REPORTING
4.1	The board of a listed entity should: (a) have an audit committee which: (1) has at least three members, all of whom are non- executive directors and a majority of whom are independent directors; and (2) is chaired by an independent director, who is not the chair of the board, and disclose: (3) the charter of the committee; (4) the relevant qualifications and experience of the members of the committee; and (5) in relation to each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have an audit committee, disclose that fact and the processes it employs that independently verify and safeguard the integrity of its corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner.	[If the entity complies with paragraph (a):] … the fact that we have an audit committee that complies with paragraphs (1) and (2): ☒in our Corporate Governance Statement OR ☐at [insert location] … and a copy of the charter of the committee: ☒at http://auroralabs3d.com/corporate-compliance/ … and the information referred to in paragraphs (4) and (5): ☐in our Corporate Governance Statement OR ☒at http://auroralabs3d.com/wp- content/uploads/2016/10/24.Aurora-Labs-Full-Year-Financial- Report-29092016-FINAL.pdf [If the entity complies with paragraph (b):] … the fact that we do not have an audit committee and the processes we employ that independently verify and safeguard the integrity of our corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner: ☐in our Corporate Governance Statement OR ☐at [_insert location]	☐ an explanation why that is so in our Corporate Governance Statement
4.2	The board of a listed entity should, before it approves the entity’s financial statements for a financial period, receive from its CEO and CFO a declaration that, in their opinion, the financial records of the entity have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the entity and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively.	… the fact that we follow this recommendation: ☒in our Corporate Governance Statement OR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance Statement

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Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
4.3	A listed entity that has an AGM should ensure that its external auditor attends its AGM and is available to answer questions from security holders relevant to the audit.	… the fact that we follow this recommendation: ☒in our Corporate Governance Statement OR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance Statement OR ☐ we are an externally managed entity that does not hold an annual general meeting and this recommendation is therefore not applicable
PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE
5.1	A listed entity should: (a) have a written policy for complying with its continuous disclosure obligations under the Listing Rules; and (b) disclose that policy or a summary of it.	… our continuous disclosure compliance policy or a summary of it: ☒in our Corporate Governance Statement OR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance Statement
PRINCIPLE 6 – RESPECT THE RIGHTS OF SECURITY HOLDERS
6.1	A listed entity should provide information about itself and its governance to investors via its website.	… information about us and our governance on our website: ☒at http://auroralabs3d.com/corporate-compliance/	☐ an explanation why that is so in our Corporate Governance Statement
6.2	A listed entity should design and implement an investor relations program to facilitate effective two-way communication with investors.	… the fact that we follow this recommendation: ☒in our Corporate Governance Statement OR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance Statement
6.3	A listed entity should disclose the policies and processes it has in place to facilitate and encourage participation at meetings of security holders.	… our policies and processes for facilitating and encouraging participation at meetings of security holders: ☒in our Corporate Governance Statement OR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance Statement OR ☐ we are an externally managed entity that does not hold periodic meetings of security holders and this recommendation is therefore not applicable
6.4	A listed entity should give security holders the option to receive communications from, and send communications to, the entity and its security registry electronically.	… the fact that we follow this recommendation: ☒in our Corporate Governance Statement OR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance Statement

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Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
PRINCIPLE 7 – RECOGNISE AND MANAGE RISK
7.1	The board of a listed entity should: (a) have a committee or committees to oversee risk, each of which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a risk committee or committees that satisfy (a) above, disclose that fact and the processes it employs for overseeing the entity’s risk management framework.	[If the entity complies with paragraph (a):] … the fact that we have a committee or committees to oversee risk that comply with paragraphs (1) and (2): ☐in our Corporate Governance Statement OR ☐at [insert location] … and a copy of the charter of the committee: ☐at [insert location] … and the information referred to in paragraphs (4) and (5): ☐in our Corporate Governance Statement OR ☐at [insert location] [If the entity complies with paragraph (b):] … the fact that we do not have a risk committee or committees that satisfy (a) and the processes we employ for overseeing our risk management framework: ☐in our Corporate Governance Statement OR ☐at [insert location]	☒ an explanation why that is so in our Corporate Governance Statement
7.2	The board or a committee of the board should: (a) review the entity’s risk management framework at least annually to satisfy itself that it continues to be sound; and (b) disclose, in relation to each reporting period, whether such a review has taken place.	… the fact that board or a committee of the board reviews the entity’s risk management framework at least annually to satisfy itself that it continues to be sound: ☒in our Corporate Governance Statement OR ☐at [insert location] … and that such a review has taken place in the reporting period covered by this Appendix 4G: ☒in our Corporate Governance StatementOR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance Statement

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Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
7.3	A listed entity should disclose: (a) if it has an internal audit function, how the function is structured and what role it performs; or (b) if it does not have an internal audit function, that fact and the processes it employs for evaluating and continually improving the effectiveness of its risk management and internal control processes.	[If the entity complies with paragraph (a):] … how our internal audit function is structured and what role it performs: ☐in our Corporate Governance Statement OR ☐at [insert location] [If the entity complies with paragraph (b):] … the fact that we do not have an internal audit function and the processes we employ for evaluating and continually improving the effectiveness of our risk management and internal control processes: ☐in our Corporate Governance Statement OR ☐at [insert location]	☒ an explanation why that is so in our Corporate Governance Statement
7.4	A listed entity should disclose whether it has any material exposure to economic, environmental and social sustainability risks and, if it does, how it manages or intends to manage those risks.	… whether we have any material exposure to economic, environmental and social sustainability risks and, if we do, how we manage or intend to manage those risks: ☒in our Corporate Governance Statement OR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance Statement

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Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
PRINCIPLE 8 – REMUNERATE FAIRLY AND RESPONSIBLY
8.1	The board of a listed entity should: (a) have a remuneration committee which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a remuneration committee, disclose that fact and the processes it employs for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive.	[If the entity complies with paragraph (a):] … the fact that we have a remuneration committee that complies with paragraphs (1) and (2): ☐in our Corporate Governance Statement OR ☐at [insert location] … and a copy of the charter of the committee: ☐at [insert location] … and the information referred to in paragraphs (4) and (5): ☐in our Corporate Governance Statement OR ☐at [insert location] [If the entity complies with paragraph (b):] … the fact that we do not have a remuneration committee and the processes we employ for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive: ☐in our Corporate Governance Statement OR ☐at [insert location]	☒ an explanation why that is so in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
8.2	A listed entity should separately disclose its policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives.	… separately our remuneration policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives: ☒in our Corporate Governance Statement OR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
8.3	A listed entity which has an equity-based remuneration scheme should: (a) have a policy on whether participants are permitted to enter into transactions (whether through the use of derivatives or otherwise) which limit the economic risk of participating in the scheme; and (b) disclose that policy or a summary of it.	… our policy on this issue or a summary of it: ☒in our Corporate Governance StatementOR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance Statement OR ☐ w e do not have an equity-based remuneration scheme and this recommendation is therefore not applicableOR ☐ we are an externally managed entity and this recommendation is therefore not applicable

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Corporate Governance Council recommendation	Corporate Governance Council recommendation	We have followed the recommendation in full for the whole of the period above. We have disclosed …	We have NOT followed the recommendation in full for the whole of the period above. We have disclosed …4
ADDITIONAL DISCLOSURES APPLICABLE TO EXTERNALLY MANAGED LISTED ENTITIES
-	Alternative to Recommendation 1.1 for externally managed listed entities: The responsible entity of an externally managed listed entity should disclose: (a) the arrangements between the responsible entity and the listed entity for managing the affairs of the listed entity; (b) the role and responsibility of the board of the responsible entity for overseeing those arrangements.	… the information referred to in paragraphs (a) and (b): ☐in our Corporate Governance Statement OR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance Statement
-	Alternative to Recommendations 8.1, 8.2 and 8.3 for externally managed listed entities: An externally managed listed entity should clearly disclose the terms governing the remuneration of the manager.	… the terms governing our remuneration as manager of the entity: ☐in our Corporate Governance StatementOR ☐at [insert location]	☐ an explanation why that is so in our Corporate Governance Statement

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CORPORATE GOVERANCE STATEMENT

The Directors and management of Aurora Labs Limited (Aurora or The Company) are committed to conducting the business of the Company in an ethical manner and in accordance with the highest standards of corporate governance.

This Corporate Governance Statement (Statement), which is current as at 30 June 2016 and has been approved by the Company’s Board, explains how Aurora complies with the ASX Corporate Governance Council’s ‘Corporate Governance Principles and Recommendations – 3rd Edition’ published on 27 March 2014 (ASX Principles and Recommendations), in relation to the year ended 30 June 2016.

The Board has adopted a suite of charters and key corporate governance documents which articulate the policies and procedures followed by Aurora. These documents are available in the Corporate Governance section of the Company’s website, (http://www.auroralabs3d.com) (Website).

	ASX Principle and Recommendation Compliance (Yes/No) Explanation
	Principle 1: Lay solid foundations for management and oversight
	Recommendation 1.1 A listed entity should disclose: (a) the respective roles and responsibilities of its board and management; and (b) those matters expressly reserved to the board and those delegated to management. Yes Aurora has adopted a Board Charter which discloses the roles and responsibilities of the Board and senior management. Under the Board Charter, the Board is responsible for the overall operation and stewardship of Aurora (and any future subsidiaries), including charting the direction, strategies and financial objectives for Aurora, monitoring the implementation of those policies, strategies and financial objectives, and monitoring compliance with regulatory requirements and ethical standards. The Board Charter is available on Aurora’s website.
	Recommendation 1.2 A listed entity should: (a) undertake appropriate checks before appointing a person, or putting forward to security holders a candidate for election, as a director; and (b) provide security holders with all material information relevant to a decision on whether or not to Yes Aurora will conduct background checks of candidates for new Director positions prior to their appointment or nomination for election by Shareholders, including checks as to good character, experience, education, qualifications, criminal history and bankruptcy. Aurora does not propose to conduct specific checks prior to nominating an existing Director for re-election by Shareholders at a general meeting on the basis that this is not considered necessary given that each Director was required to submit to the ASX ‘good fame and character’ assessment during Aurora’s admission to the Official List of ASX.

• (b) provide security holders with all material information relevant to a decision on whether or not to elect or re-elect a director.

As a matter of practice, Aurora will include in its notices of meeting a brief biography and other material information in relation to each Director who stands for election or re-election. The biography will set out (amongst other things) the relevant qualifications and professional experience of the nominated Director for consideration by Shareholders.

Recommendation 1.3

Recommendation 1.3 Yes Aurora engages or employs its Directors and other senior executives under written agreements setting out key terms and A listed entity should have a written otherwise governing their engagement or employment by agreement with each director and Aurora. senior executive setting out the terms of their appointment. The Managing Director is employed pursuant to a written employment agreement with Aurora and each Non-Executive Director is engaged under a Non-Executive Director Engagement Deed. Recommendation 1.4 Yes The Company Secretary reports directly, and is accountable, to the Board through the Chairperson in relation to all governance The company secretary of a listed matters. entity should be accountable directly to the board, through the chair, on all Company Secretary advises and supports the Board members matters to do with the proper on general governance matters, implements adopted functioning of the board. governance procedures, and coordinates circulation of meeting agendas and papers. Recommendation 1.5 No Given Aurora’s size and its stage of development, Aurora has not adopted a formal diversity policy at this stage. Aurora has a A listed entity should: policy to select the best available officers and staff for each relevant position in a non-discriminatory manner based on merit. (a) have a diversity policy which includes requirements for the board or a relevant committee of Notwithstanding this, the Board respects and values the benefits the board to set measurable that diversity (e.g. gender, age, ethnicity, cultural background, objectives for achieving gender disability and martial/family status) brings in relation to diversity and to assess annually expanding Aurora’s perspective and thereby improving both the objectives and the corporate performance, increasing Shareholder value and entity’s progress in achieving maximising the probability of achieving Aurora’s objectives. The them; Board is committed to developing a diverse workplace where appointments or advancements are made on a fair and equitable (b) disclose that policy or a summary basis.

• (b) disclose that policy or a summary of it; and

• (c) disclose as at the end of each reporting period the measurable objectives for achieving gender diversity set by the board or a relevant committee of the board in accordance with the entity’s diversity policy and its progress towards achieving them, and either:

• (1) the respective proportions of men and women on the board, in senior executive positions and across the whole organisation (including how the entity has defined “senior executive” for these purposes); or

• (2) if the entity is a “relevant employer” under the Workplace Gender Equality Act , the entity’s most recent “Gender Equality Indicators”, as defined in and published under that Act.

Aurora Labs Limited Corporate Governance Statement 2016

P a g e | 2

Recommendation 1.6 Yes	Aurora has adopted in its Board Charter a process for evaluation
A listed entity should:	of the Board, its committees and individual Directors. This process is conducted by the Board.
(a) have and disclose a process for periodically evaluating the performance of the board, its committees and individual	The Board also performs a commentary function under the Nomination and Remuneration Policy. Aurora will disclose if a performance evaluation has been
directors; and	conducted.
(b) disclose, in relation to each
reporting period, whether a
performance evaluation was
undertaken in the reporting period
in accordance with that process.
Recommendation 1.7 Yes	The Nomination and Remuneration Policy provides that the
A listed entity should:	Board will undertake performance evaluation of the Directors and senior management on at least an annual basis.
(a) have and disclose a process for periodically evaluating the	Aurora will disclose if a performance evaluation has been conducted.
performance of its senior
executives; and
(b) disclose in relation to each
reporting period, whether a
performance evaluation was
undertaken in the reporting period
in accordance with that process.
Principal 2: Structure the Board to add value
Recommendation 2.1 No	Aurora does not have a nomination committee at this stage. The
The board of a listed entity should:	Board considers that, given the current size and scope of Aurora’s operations, efficiencies or other benefits would not be
(a) have a nomination committee	gained by establishing a separate nomination committee.
which:	The full Board, which comprises 3 Non-Executive Directors and
(1) has at least three members,	2 Executive Directors, considers the matters and issues that
a majority of whom are	would otherwise be addressed by a nomination committee in
independent directors; and	accordance with Aurora’s Nomination and Remuneration Policy.
(2) is chaired by an independent director,	Under the Board Charter, candidacy for the Board is based on merit against objective criteria with a view to maintaining an
and disclose:	appropriate balance of skills and experience. As a matter of
(3) the charter of the committee; (4) the members of the committee; and	practise, candidates for the office of Director are individually assessed by the Chairman and the Managing Director before appointment or nomination to ensure that they possess the relevant skills, experience or other qualities considered
(5) as at the end of each	appropriate and necessary to provide value and assist in
reporting period, the number	advancement of Aurora’s operations.
of times the committee met throughout the period and the individual attendances of the members at those	The Board intends to reconsider the requirement for, and benefits of, a separate nomination committee as Aurora’s operations grow and evolve.

• (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or

• (b) if it does not have a nomination committee, disclose that fact and the processes it employs to address board succession issues and to ensure that the board has the appropriate balance of skills, knowledge, experience, independence and diversity to

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enable it to discharge its duties
and responsibilities effectively.
Recommendation 2.2	No	Aurora does not currently have a skills or diversity matrix in
A listed entity should have and disclose a board skills matrix setting out the mix of skills and diversity that the board currently has or is looking to		relation to the Board members. The Board considers that such a matrix is not necessary given the current size and scope of Aurora’s operations. The Board may adopt such a matrix at a later time as Aurora’s operations grow and evolve.
achieve in its membership.
Recommendation 2.3	Yes	Disclosure of the names of Directors considered by the Board to
A listed entity should disclose:		be independent will be provided in the annual reports.
(a) the names of the directors considered by the board to be		At the Prospectus Date, Paul Kehoe and Dick Herman are considered to be independent Directors.
independent directors;		Details of the Directors' interests, positions, associations and
(b) if a director has an interest, position, association or relationship of the type described		relationships are provided in the Directors Report. The length of service of each Director will be provided in the annual report and is, at the Prospectus Date, as follows:
in Box 2.3 of the Recommendations but the board		 Paul Kehoe – since 11 April 2016;
is of the opinion that it does not		 David Budge – since 9 August 2014;
compromise the independence of the director, the nature of the		 Nathan Henry – since 23 November 2015;
interest, position, association or relationship in question and an		 David Parker – since 23 November 2015; and
explanation of why the board is of		 Dick Herman – since 11 April 2016.
that opinion; and
(c) the length of service of each
director.
Recommendation 2.4	No	The Board is not comprised of a majority of independent
A majority of the board of a listed entity should be independent directors.		Directors. There are currently two Directors who satisfy the criteria for independence for the purposes of ASX Recommendation 2.3, being Paul Kehoe and Dick Herman.
		However, given the size and scope of Aurora's operations, the
		Board considers that it has relevant experience in the industrial
		technology sector and is appropriately structured to discharge its
		duties in a manner that is in the best interests of Aurora and its
		Shareholders from both a long-term strategic and operational
		perspective.
		The Board Charter provides that it is preferable that the majority
		of the Board be independent Non-Executive Directors.
		Accordingly, the Board intends to appoint further independent
		Non-Executive Directors as suitably qualified candidates are
		identified and as the size and scale of Aurora’s operations
		warrant such appointment.
Recommendation 2.5	Yes	The Board considers that the Chairman of Aurora, Paul Kehoe,
The chair of the board of a listed entity should be an independent director		is an independent Director in accordance with the criteria for independence outlined in ASX Recommendation 2.3.
and, in particular, should not be the
same person as the CEO of the entity.
Recommendation 2.6	No	Aurora does not currently have a formal induction program for
A listed entity should have a program for inducting new directors and provide appropriate professional development opportunities for		new Directors nor does it have a formal professional development program for existing Directors. The Board does not consider that a formal induction program is necessary given the current size and scope of Aurora’s operations.
directors to develop and maintain the

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skills and knowledge needed to The Directors have been selected on the basis that collectively perform their role as directors they have experience across industrial technology, effectively. manufacturing, legal services, accounting, geology, finance and corporate advisory services. Some of the current Directors are also, or have been, involved in other ASX-listed companies. All Directors are generally experienced in company operations, albeit in different aspects (e.g. operations, finance, corporate governance etc.), and have listed company experience. Some of the current Directors are also directors of other listed companies. The Board seeks to ensure that all of its Shareholders understand Aurora’s operations. Directors also attend, on behalf of Aurora and otherwise, technical and commercial seminars and industry conferences which enable them to maintain their understanding of industry matters and technical advances.

Principal 3: Act ethically and responsibly	Principal 3: Act ethically and responsibly
Recommendation 3.1	Yes	The Board believes that the success of Aurora has been and will
A listed entity should:		continue to be enhanced by a strong ethical culture within the organisation.
(a) have a code of conduct for its directors, senior executives and employees; and (b) disclose that code or a summary of it.		Accordingly, Aurora has established a Code of Conduct which sets out the standards with which the Directors, officers, managers, employees and consultants of Aurora (and any future subsidiaries of Aurora) are expected to comply in relation to the affairs of Aurora's business and when dealing with each other,
		Shareholders and the broader community.
		The Code also outlines the procedure for reporting any breaches
		of the Code and the possible disciplinary action Aurora may take
		in respect of any breaches.
		In addition to their obligations under the Corporations Act in
		relation to inside information, all Directors, employees and
		consultants have a duty of confidentiality to Aurora in relation to
		confidential information they possess.
		In fulfilling their duties, each Director dealing with corporate
		governance matters may obtain independent professional
		advice at Aurora’s expense, subject to prior approval of the
		Managing Director, whose approval will not be unreasonably
		withheld.
		Aurora’s Code of Conduct is available on Aurora’s website.
Principal 4: Safeguard	integrity in corporate reporting
Recommendation 4.1	Yes	Aurora has established a separate Audit Committee under its
The board of a listed entity should:		Audit Committee Charter.
(a) have an audit committee which: (1) has at least three members, all of whom are Non-		The Audit Committee comprises Paul Kehoe (Non-Executive Chairman), David Parker (Non-Executive Director and Company Secretary) and Dick Herman (Non-Executive Director).
Executive Directors and a		The chairperson of the Audit Committee is Dick Herman who is
majority of	whom are	considered by the Board to be ‘independent’ for the purposes of
independent directors; and		the ASX Recommendations.
(2) is chaired by an director, who is	independent not the chair	The Audit Committee comprises a majority of independent Directors.
of the board,
and disclose:		Aurora’s Audit Committee Charter sets out the purpose and functions of the Audit Committee.
(3) the charter of the committee;

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(4) the relevant qualifications	The qualifications, experience and attendance record of Audit
and experience of the	Committee members will be disclosed in each year’s annual
members of the committee;	report.
and	The Audit Committee Charter is available on Aurora’s website.
(5) in relation to each reporting
period, the number of times
the committee met
throughout the period and
the individual attendances of
the members at those
meetings; or
(b) if it does not have an audit
committee, disclose that fact and
the processes it employs that
independently verify and
safeguard the integrity of its
corporate reporting, including the
processes for the appointment
and removal of the external
auditor and the rotation of the
audit engagement partner.
Recommendation 4.2 Yes	As a matter of practice, Aurora obtains declarations from its
The board of a listed entity should, before it approves the entity’s financial statements for a financial period,	Managing Director and Company Secretary before its financial statements are approved substantially in the form referred to in ASX Recommendation 4.2.
receive from its CEO and CFO a
declaration that, in their opinion, the
financial records of the entity have
been properly maintained and that the
financial statements comply with the
appropriate accounting standards and
give a true and fair view of the financial
position and performance of the entity
and that the opinion has been formed
on the basis of a sound system of risk
management and internal control
which is operating effectively.
Recommendation 4.3 Yes	In accordance with Aurora’s Shareholder Communications
A listed entity that has an AGM should ensure that its external auditor attends its AGM and is available to answer questions from security holders	Policy, Aurora will request that its external auditor attends each annual general meeting and be available to answer Shareholder questions about the conduct of the audit and the preparation and content of the auditor’s report.
relevant to the audit.
Principal 5: Make timely and balanced disclosure
Recommendation 5.1 Yes	Aurora has adopted a Continuous Disclosure and Market
A listed entity should:	Communications Policy.
(a) have a written policy for complying with its continuous disclosure obligations under the Listing Rules; and (b) disclose that policy or a summary	Aurora is a “disclosing entity” pursuant to section 111AR of the Corporations Act and, as such, will be required to comply with the continuous disclosure requirements of section 674 of the Corporations Act and Chapter 3 of the Listing Rules, following admission to ASX.
of it.	Aurora is committed to observing its disclosure obligations under
	the Corporations Act and, following admission to ASX, its
	obligations under the Listing Rules. All announcements
	provided to ASX will be posted on Aurora’s website.
	The Continuous Disclosure and Market Communications Policy
	is available on Aurora’s website.

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Principal 6:	Respect the	Respect the	rights of security holders	rights of security holders	rights of security holders	rights of security holders
Recommendation 6.1						Yes	Information about Aurora and its corporate governance,
A listed information	entity should about itself			provide and its			including copies of its various corporate governance policies and charters, is available on Aurora’s website.
governance	to	investors		via		its
website.
Recommendation 6.2						Yes	Aurora has adopted a Shareholder Communications Policy, the
A listed entity should design and implement an investor relations program to facilitate effective two-way communication with investors.							purpose of which is to facilitate the effective exercise of Shareholders’ rights by communicating effectively with Shareholders, giving Shareholders ready access to balanced and understandable information about Aurora and its corporate strategies and making it easy for Shareholders to participate in
							general meetings of Aurora.
							Aurora communicates with Shareholders as follows:
							 following admission to ASX, through releases to the
							market via the ASX;
							 through Aurora’s website;
							 through information provided directly to Shareholders;
							and
							 at general meetings of Aurora.
							The Shareholder Communications Policy is available on
							Aurora’s website.
Recommendation 6.3						Yes	Aurora supports Shareholder participation in general meetings
A listed entity should disclose the policies and processes it has in place to facilitate and encourage participation at meetings of security							and seeks to provide appropriate mechanisms for such participation, including by ensuring that meetings are held at convenient times and places to encourage Shareholder participation.
holders.							In preparing for general meetings of Aurora, Aurora will draft the
							notice of meeting and related explanatory information so that
							they provide all of the information that is relevant to
							Shareholders in making decisions on matters to be voted on by
							them at the meeting. This information will be presented clearly
							and concisely so that it is easy to understand and not
							ambiguous.
							Aurora will use general meetings as a tool to effectively
							communicate with Shareholders and will allow Shareholders a
							reasonable opportunity to ask questions of the Board and to
							otherwise participate in the meeting.
							Mechanisms for encouraging and facilitating Shareholder
							participation will be reviewed regularly to encourage the highest
							level of Shareholder participation.
Recommendation 6.4						Yes	Aurora considers that communicating with Shareholders by
A listed entity holders the		should give option to		security receive			electronic means is an efficient way to distribute information in a timely and convenient manner.
communications		from,	and		send		Aurora provides new Shareholders with the option to receive
communications		to, the entity			and its		communications from Aurora electronically and Aurora
security registry		electronically.					encourages them to do so. Existing Shareholders are also
							encouraged to request communications electronically.
							Following admission to ASX, all Shareholders that have opted to
							receive communications electronically will be provided with
							notifications byAurorawhenanannouncement orother

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communication (including an annual reports and notice of meeting) is uploaded to the ASX announcements platform.

Principal 7: Recognise and manage risk

Recommendation 7.1

The board of a listed entity should:

• (a) have a committee or committees to oversee risk each of which:

• (1) has at least three members, a majority of whom are independent directors; an

• (2) is chaired by an independent director,

and disclose

• (3) the charter of the committee;

• (4) the members of the committee; and

• (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or

• (b) if it does not have a risk committee or committees that satisfy (a) above, disclose that fact and the processes it employs for overseeing the entity’s risk management framework.

No

Aurora does not have a separate risk management committee.

The Board is responsible for supervising management’s framework of control and accountability systems to enable risk to be assessed and managed in accordance with Aurora’s Risk Management Policy.

The Board considers that, given the current size and scope of Aurora’s operations and that only two Directors hold executive positions in Aurora, efficiencies or other benefits would not be gained by establishing a separate risk management committee at present.

As Aurora’s operations grow and evolve, the Board will reconsider the appropriateness of forming a separate risk management committee.

However, Aurora has adopted a Risk Management Policy for Aurora which includes the following:

• The purpose of the policy is to:

• provide a framework for identifying, assessing, monitoring and managing risk;

• communicate the roles and accountabilities of participants in the risk management system; and

• highlight the status of risks to which Aurora is exposed, including any material changes to Aurora’s risk profile.

• The Board is responsible for the following under the policy:

• risk management and oversight of internal controls;

• establishing procedures which provide assurance that business risks are identified, consistently assessed and adequately addressed; and

• for the overseeing of such procedures.

The Risk Management Policy is available on Aurora’s website.

Recommendation 7.2

The board or a committee of the board should:

• (a) review the entity’s risk management framework at least annually to satisfy itself that it continues to be sound; and

Yes

The Board has responsibility for the monitoring of risk management and will review Aurora’s risk management framework on an annual basis to ensure Aurora’s risk management framework continues to be effective.

Disclosure of the outcome of the annual risk management review will be included in the annual report.

• (b) disclose, in relation to each reporting period, whether such a review has taken place.

Recommendation 7.3

A listed entity should disclose:

• (a) if it has an internal audit function, how the function is structured and what role it performs; or

• (b) if it does not have an internal audit function, that fact and the processes it employs for evaluating and continually

• No Aurora does not currently have an internal audit function. This function is undertaken by relevant staff under the direction of the full Board.

Aurora has adopted internal control procedures which pursuant to its Risk Management Policy. Aurora’s internal controls include the following:

• Aurora has authorisation limits in place for expenditure and payments;

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• improving the effectiveness of its  a Director or senior manager must not approve a payment risk management and internal to themselves or a related party, other than standard control processes. salary/Directors fees in accordance with their Board approved remuneration;

• Aurora prepares cash flow forecasts which include materiality thresholds and which are regularly reviewed; and

• Aurora regularly reviews its other financial materiality thresholds.

The Board and senior management are charged with evaluating and considering improvements to Aurora’s risk management and internal control processes on an ongoing basis.

The Board considers that an internal audit function is not currently necessary given the current size and scope of Aurora’s operations.

• As Aurora’s operations grow and evolve, the Board will reconsider the appropriateness of adopting an internal audit function.

• Recommendation 7.4 Yes The Board does not consider that Aurora has a material

• A listed entity should disclose whether exposure to environmental and social sustainability risks. it has any material exposure to However, Aurora’s primary operation of manufacturing and economic, environmental and social supplying 3D metal printers, consumables and accessories is sustainability risks and, if it does, how subject to various economic sustainability risks which may it manages or intends to manage materially impact Aurora’s ability to operate and to generate those risks. value for Shareholders. These include:  Technology development risk: Aurora’s financial success is primarily dependent upon its ability to further develop and commercialise its technology. Any new industrial technology is subject to inherent development risks which may have a significant adverse effect on Aurora’s financial position, including technical problems in development and new competing innovations or products.

• Intellectual property risks: Aurora has applied for various patents in relation to aspects of its technology. Its success will largely depend upon the successful grant and maintenance of these patent applications. The grant of patents applications is subject to various legal and technical matters and there cannot be any assurance that Aurora’s applications will be granted or, if granted, that they will provide the commercial advantage that Aurora desires.

• Commodity price fluctuations: Aurora’s 3D metal printing machines operate using various metallic substances and other commodities which Aurora intends to supply to its customers. Commodity prices are subject to fluctuation which may affect the cost of procurement and revenue on the sale of such commodities by Aurora.

• Exchange rate fluctuations: The revenue and expenditure of Aurora is and will be taken into account in Australian and other currencies (e.g. US dollars, Euros etc.), exposing Aurora to the fluctuations and volatility of the rates of exchange between the Australian dollar and those other currencies as determined in international markets.

Aurora has adopted the Risk Management Policy and other procedures to identify, mitigate and manage these risks. These policies are updated from time to time as the Board considers

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appropriate in the circumstances for the management of Aurora’s risk profile.

Principal 8: Remunerate fairly and responsibly

Recommendation 8.1

The board of a listed entity should:

• (a) have a remuneration committee which:

• (1) has at least three members, a majority of whom are independent directors; and

• (2) is chaired by an independent director,

and disclose:

• (3) the charter of the committee;

• (4) the members of the committee; and

• (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or

No

Aurora has not established a separate remuneration committee.

The role of the remuneration committee is undertaken by the full Board. The Board considers that, given its current size and that only one Director holds an executive position in Aurora, efficiencies or other benefits would not be gained by establishing a separate remuneration committee.

Following admission to ASX, Aurora will set out the remuneration paid or provided to Directors and senior executives annually in the remuneration report contained within Aurora’s annual report to Shareholders. The full Board determines all compensation arrangements for Directors. It is also responsible for setting performance criteria, performance indicators, share option schemes, incentive performance schemes, superannuation entitlements, retirement and termination entitlements and professional indemnity and liability insurance cover.

As Aurora’s operations grow and evolve, the Board will reconsider the appropriateness of forming a separate remuneration committee.

The Nomination and Remuneration Policy is available on Aurora’s website.

• (b) if it does not have a remuneration committee, disclose that fact and the processes it employs for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive.

Recommendation 8.2

A listed entity should separately disclose its policies and practices regarding the remuneration of NonExecutive Directors and the remuneration of Executive Directors and other senior executives.

Recommendation 8.3

A listed entity which has an equitybased remuneration scheme should:

• (a) have a policy on whether participants are permitted to enter into transactions (whether through the use of derivatives or otherwise) which limit the economic risk of participating in the scheme; and

• (b) disclose that policy or a summary of it.

Yes

Yes

Following admission to ASX, Aurora’s policies and practices regarding the remuneration of Executive and Non-Executive Directors and other senior executives is set out in the Remuneration Report contained in Aurora’s Annual Report for each financial year.

Aurora has adopted an Employee Incentive Plan. In accordance with Aurora’s Securities Trading Policy, the plan does not allow participants to enter transactions that would limit their economic risk under the scheme.

Aurora’s Securities Trading Policy sets out the circumstances in which the Directors, executives, employees, contractors, consultants and advisors ( Designated Persons ) are prohibited from dealing in Aurora’s Securities.

The policy provides that where a Designated Person is entitled to equity-based remuneration arrangements, that Designated Person must not at any time enter into a transaction (e.g. writing a call option) that operates or is intended to operate to limit the economic risk of holdings of unvested Aurora Securities or vested Aurora Securities which are subject to a holding lock.

The Securities Trading Policy is available on Aurora’s website.

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